REQUEST FOR PROPOSALS AND STATEMENTS OF … · 2021. 8. 12. · Ted Lawrence, Assistant Superintendent of Business Services Oxnard Union High School District 1800 Solar Drive Oxnard,

REQUEST FOR PROPOSALS AND STATEMENTS OF QUALIFICATIONS FOR THE SALE, LEASE OR EXCHANGE OF SURPLUS SCHOOL DISTRICT PROPERTY

3400 W GONZALES ROAD, COUNTY OF VENTURA

August 2021

Prepared for:

Mr. Ted Lawrence Assistant Superintendent of Business Services, Oxnard Union High School District

Pursuant to Education Code Sections 17466 and 17536, on August 11, 2021, the Board of Trustees (the “Board”) of the Oxnard Union High School District (“District”), adopted Resolution No. ____, which authorized the solicitation of proposals for the sale, lease or exchange of the following District surplus property: 14.33-acre portion of 3400 W Gonzalez Road, County of Ventura, California (the “Property”). NOTE: As required by California law, the District has provided notice to qualifying public districts, public authorities, public agencies, public corporations, other political subdivisions in this state, the federal government, interested charter schools, and certain nonprofit charitable and public benefit corporations (collectively, the “Public Sector”) of the District’s intent to dispose of the Property. The District has concurrently noticed the Public Sector and the private sector (“Private Sector”), in accordance with Education Code Sections 17464 and 17469. If necessary to conclude negotiations with any Public Sector entity for the disposition of the Property, the Private Sector bid process shall be continued. Target dates for Private Sector bid acceptance may be revised by the District pursuant to a written addendum to this Request for Proposals and Statements of Qualifications. The District reserves the right to reject any and all bids, pursuant to Education Code Section 17476.

Prepared by:

In association with:

SAGE REALTY GROUP, INC. LEE & ASSOCIATES- LA NORTH/VENTURA, INC.

Joel Kirschenstein David Kim 2945 Townsgate Road | Suite 200 1000 Town Center Drive | Suite 310

Westlake Village, CA 91361 Oxnard, CA 93036 Phone: 805.497.8557 | Fax: 805.496.4939 Phone: 805.626.1234 | Fax: 805.413.7034

[email protected]

[email protected]

Oxnard Union High School District | 3400 W. Gonzalez Request for Proposals

TABLE OF CONTENTS I. PURPOSE

A. Summary ........................................................................................................................... 1 B. Use of Proceeds ................................................................................................................. 1

II. GENERAL INFORMATION AND SUMMARY OF CONCURRENT PROCEDURES

A. Public Sector ...................................................................................................................... 2 B. Private Sector ..................................................................................................................... 2

III. PROPERTY INFORMATION

A. Description of Property ................................................................................................... 5 B. General Information ......................................................................................................... 5 C. Due Diligence Research and Regulatory Review Disclaimers ................................... 6

IV. PROPOSAL TERMS, CONDITIONS AND REQUIREMENTS

A. Required Information ....................................................................................................... 7 B. Use of Property ................................................................................................................. 8 C. Transaction Opportunities .............................................................................................. 8 D. Economic Terms and Conditions ................................................................................... 9

V. PROPOSAL AND BID PROCEDURE

A. Data and Materials ......................................................................................................... 12 B. Proposal ........................................................................................................................... 12 C. Reservation of Rights by District .................................................................................. 12

VI. DISTRICT REPRESENTATIVES ............................................................................................ 13 VII. INDEMNIFICATION ................................................................................................................ 13 VIII. BROKER'S COMMISSIONS ................................................................................................... 14 IX. DISCLOSURES TO RESPONDENTS

A. Agency Review ............................................................................................................... 14 B. No Representations or Warranties ............................................................................... 14 C. No Improper Influence .................................................................................................. 14

LIST OF EXHIBITS

A. Site Location / Aerial Photo B-1. Purchase Only - Respondent Response Form B-2. Exchange Only - Respondent Response Form B-3. Lease Only - Respondent Response Form C. K Street Property – Oxnard Airport & Runway Protection Zone Documents D. Draft Purchase and Sale Agreement – Table of Contents


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OXNARD UNION HIGH SCHOOL DISTRICT

REQUEST FOR PROPOSALS AND STATEMENTS OF QUALIFICATIONS FOR THE SALE, LEASE OR EXCHANGE OF SURPLUS SCHOOL PROPERTY LOCATED AT:

3400 W GONZALES ROAD, COUNTY OF VENTURA

I. PURPOSE To solicit proposals (“Proposals”) for the sale, lease or exchange of the above-referenced Property (the “Property”). A. SUMMARY On May 9, 2018, the Oxnard Union High School District (“District”) Board of Trustees (“Board”) accepted the recommendation of the District’s Surplus Property Advisory Committee to declare the Property surplus. On November 7, 2018, the Board authorized solicitation of Proposals concurrently to the public, non-profit sectors as required by California State (“State”) law and the private sector for the sale, lease or exchange of several properties, including the subject Property. The District received no conforming or acceptable proposals at that time. On August 11, 2021, the Board determined to again solicit proposals from the public at large, in accordance with this RFP. This RFP includes the text of the solicitation and certain attached exhibits. If there are any ambiguities or discrepancies between the text characterization of the exhibits and the exhibits themselves, the exhibits shall prevail. The District shall review all Proposals separately. The District reserves the right to select between purchases, leases and exchanges, or to reject any and all Proposals for the Property, either written or oral, and withdraw the Property from sale, lease or exchange. The District’s preference is to accommodate the highest and best price. It shall be the developer’s responsibility to secure the best land use of the Property as possible based on the applicable city’s preferred use of the Property as set forth and described herein in Section IV (B). Any division of a particular Property may be subject to compliance with the California Subdivision Map Act, codified in Government Code Sections 66410, et seq., (the “Act”) as discussed herein.

B. USE OF PROCEEDS

Proceeds from any potential sale of the Property may be used to relocate and consolidate the District’s administrative and related instructional services centers, and for any other capital outlay and maintenance costs and educational facility needs required by the District.


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II. GENERAL INFORMATION AND SUMMARY OF CONCURRENT PROCEDURES A. PUBLIC SECTOR

Pursuant to Education Code Sections 17464 and 17536, et seq., and Government Code Sections 54220, et seq., the District provided notice on November 7, 2018 of the District’s intent to dispose of the Property to qualifying public agencies, certain nonprofit and public benefit corporations, and interested charter schools, (the “Public Sector”), which had sixty (60) days to enter into good faith negotiations with the District for the purchase, lease or exchange of the Property. The District did not receive any responses with respect to the Property. As such, the District may consider Proposals from the Private Sector pursuant to this RFP process.

B. PRIVATE SECTOR

The following surplus property procedure shall apply to this RFP.

1. On August 11, 2021, the Board adopted a Resolution of Intent, which

declared the District’s intention to dispose of the Property to the Private Sector by sale, lease or exchange. The Resolution of Intent includes terms and conditions that are applicable to this transaction, and must be reviewed by anyone submitting a bid.

2. Pursuant to Education Code Section 17469, the District has provided notice to the Private Sector of the adoption of the Resolution of Intent and of the availability of the Property for sale, lease or exchange by publication once a week for three (3) consecutive weeks.

3. The Board has obtained an appraisal for the Property determining the Property’ current fair market value. The appraised value for the Property is for purchase, lease or exchange.

4. A bid conference for the Property shall be held at the following location

and time:

Location: Oxnard Union High School District (Board Room) 1800 Solar Drive Oxnard, California 93030

Date / Time: Thursday, August 26, 2021 at 11:00 am (Zoom link to be provided for any attendees who prefer virtual attendance)

5. Any Private Sector individual or entity desiring to purchase, lease or exchange the Property shall notify the District in writing of such intent in accordance with the procedures set forth in this RFP.


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THE DEADLINE FOR SUBMISSION OF SEALED PROPOSALS FROM PRIVATE ENTITIES SHALL BE: SEPTEMBER 14, 2021 AT 4:00 P.M.

All Proposals shall be submitted to:

Mr. Ted Lawrence, Assistant Superintendent of Business Services Oxnard Union High School District

1800 Solar Drive Oxnard, CA 93030

District Counsel and Consultant shall review all submittals. NOTE: It is the responsibility of Respondent(s) to verify that its written Proposal complies with the requirements of this RFP, inclusive of deposits as set forth herein, and has been delivered to and received by the District prior to the submittal deadline as set forth above. Incomplete Proposals and Proposals received after the deadline shall be rejected as non-compliant with this RFP.

6. The Board shall receive and consider the written, sealed Proposals at the regularly- scheduled meeting (“Meeting”) of the Board on September 15, 2021, at 4:00 p.m. in compliance with Education Code Section 17472. The Meeting will be held at Oxnard Union High School District, 1800 Solar Drive, Oxnard, CA 93030.

7. Before accepting any written Proposals, the Board shall call for oral bids at the Meeting, pursuant to Education Code Section 17473. Oral bids must conform to the terms and conditions in this RFP. Oral bids must exceed by at least five percent (5%) the highest written Proposal (based on net proceeds to the District, taking into consideration terms, conditions and risk). Succeeding oral bids shall exceed the previous bid amount by two percent (2%) or per instructions of the Board. The Board reserves the right to adjust bidding protocols at the meeting depending on the interest of present bidders, in order to best facilitate its conducting of the public’s business at an otherwise public meeting. The highest conforming Proposal shall be accepted by the Board, unless a higher oral bid is accepted or the Board determines to reject all bids and Proposals. Prior to the Board’s final acceptance of a Proposal, oral bids shall be reduced to writing and signed by the oral bidder and submitted to the Board.

8. The Board’s final acceptance of the highest Proposal or oral bid shall be

made at the Meeting, or at an adjourned meeting to be held within ten (10) days thereafter, in accordance with Education Code Section 17475.


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9. Any written clarification of or modification to this RFP shall be delivered to all parties on the Respondent’s list.

10. The Board reserves the right to accept or reject any and all Proposals and

bids pursuant to Education Code Section 17476 and to extend the bidding deadline as deemed appropriate by the Board.

11. Except as otherwise provided herein, any Proposal containing

contingencies based upon non-compatible the general plan amendments, zone changes, proposed density changes, alternative land uses, or non-applicability of the relevant city, the County of Ventura, state or federal ordinances or statutes may not be considered.

12. Any proposed division of any Property into separate parcels is subject to

the Act. The District reserves the right to require in any purchase and sale agreement that the closing of the transaction with the District shall not be postponed or delayed due to a buyer’s desire to subdivide the applicable Property.

13. Any time extensions for contingency review shall be solely at the

discretion of the District and may require additional deposits.

14. Prior to Board action, District legal counsel (“District Counsel”) and Dr. Joel Kirschenstein of Sage Realty Group, Inc. (“District Consultant”) or his designee shall review for completeness and compliance all Proposals received.

15. Any and all requests for additional information must be made in writing

to the District with a copy to the District Consultant at the following addresses:

District Ted Lawrence, Assistant Superintendent of Business Services Oxnard Union High School District

1800 Solar Drive Oxnard, CA 93030 [email protected] with a copy to:

District Consultant Sage Realty Group, Inc. Dr. Joel Kirschenstein 2945 Townsgate Road, Suite 200 Westlake Village, CA 91361 [email protected]


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III. PROPERTY INFORMATION

Verification of the following information is the responsibility of each Respondent. The District makes no representation or warranty with respect to the truth or accuracy of the following information.

A. DESCRIPTION OF PROPERTY

Portion of 3400 W Gonzales Rd., County of Ventura (APN: 183-0-030-180) 14.33 AC agriculture site which sits on A-E zoned land. Located in unincorporated Ventura County, adjacent to the City of Oxnard city limits and sphere of influence. The property is used for agricultural use only and is protected under the S.O.A.R. Initiative. The property includes no improvements.

MINIMUM PRICE: $716,000

B. GENERAL INFORMATION 1. Land Use Regulations The Property is designated by the Land Use and Community Design Element of the Local Planning Authorities General Plan. All Respondents must adhere to all land use and zoning regulations. See Exhibit “C.”

NOTE: The District makes no representations, warranties, or assurances regarding the applicable General Plan, zoning, ordinances, or entitlement procedures. Respondents are advised to rely on their own thorough and complete research and due diligence with the City, County, applicable public agencies, utility companies, title companies, and others when evaluating the suitability of the Property for Respondent’s intended use.

Subdivision Map Act In the event this RFP is responded to by individuals or entities who desire to create more than one development parcel, said Respondents shall be responsible for the preparation of the parcel maps per the requirements of the Act and for all related costs and fees. See also Section II(B)(12). Otherwise, the District is generally permitted to sell property by metes and bounds. 2. Constraints

Any and all constraints are to be identified by the Respondents. However, it should be noted that Respondents may contact any and all local planning authorities that the Respondent shall deem appropriate.


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3. Utilities It is Respondents’ responsibility to verify all information regarding utilities.

4. Water It shall be incumbent on all Respondents to investigate the full scope of any and all water rights, and ensure that sufficient water supplies exist for their purposes. The Property is not currently served by any municipal water districts, and does not have a well.

5. No Right of Ingress or Egress from Gonzalez Road

The Property currently has no right of ingress or egress to or from Gonzalez Road, nor is it anticipated that the District will grant such a right across the existing Oxnard High School site. The successful Respondent shall be responsible for securing a separate right of ingress or egress from neighboring property owners, or have such right from its existing property.

6. Toxics

The District has no knowledge of toxic issues on the Property. It shall be the Respondents’ responsibility to research the condition of the Property, including any environmental issues on the Property. A Phase I Environmental Report may be available upon request of the Respondent.

7. Fees

Traffic impact fees, development impact fees, and all other fee requirements shall be the responsibility of the Respondent.

C. DUE DILIGENCE RESEARCH AND REGULATORY REVIEW DISCLAIMERS

1. Preliminary Title Report (“Title Report”) A Title Report shall be prepared for the Property and shall be available from the District upon request. NOTE: The District makes no representations or warranties regarding the truth or accuracy of the Title Report, which will be prepared by a third party independent of the District and is being provided through the District only as a convenience and courtesy.


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2. As-Is Conveyance Each Respondent shall be responsible for performing its own due diligence research in order to develop an independent understanding and acceptance of the Property, including, without limitation, the Property boundary, size, topography, environmental condition and title. Each Respondent is individually responsible to investigate and take into consideration the existing physical nature of the Site, including, but not limited to, soils, geology, seismic, hazardous materials, ground water, liquefaction, archeology, biota, and other matters which bear on use suitability and development cost. NOTE: The Property is offered "as-is", without any representations or warranties other than the District’s ability to transfer title to the Property to the successful Respondent upon close of escrow.

3. Single Parcel The Property shall be sold by metes and bounds description, resulting in the creation of a single parcel in favor of the Buyer.

4. No Reliance

Nothing herein may be relied upon regarding City and/or other public agency processing, legislative amendments, and/or approval of entitlements, map approvals, environmental approvals, grading or building permits. 5. Land Use Review For more information regarding land use and regulatory review, contact the County of Ventura or other agencies, as applicable.

IV. PROPOSAL TERMS, CONDITIONS AND REQUIREMENTS

A. REQUIRED INFORMATION The Proposal shall include information required by the appropriate Respondent Response Form attached as Exhibit “B-1” for purchase, Exhibit “B-2” for exchange, and Exhibit “B-3” for lease. ** Public agencies are only required to submit a detailed letter of interest to commence negotiations. If negotiations are successful, then the terms and conditions shall be reduced to writing followed by a Purchase & Sale Agreement. **


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B. USE OF PROPERTY

The Proposal should describe the intended use(s) of the as-is Property. All developer applications, if applicable, must be in compliance with zoning for land uses, compatible with the City/County General Plan designations. Any Proposal which envisions a division of the Property into separate parcels must comply with the Act. However, the sale of the Property shall be as-is, and shall not be contingent upon any approvals for a change in land use.

C. TRANSACTION OPPORTUNITIES The District will consider Proposals to purchase, lease, lease with an option to purchase, or exchange all or Individual Property (however, the District’s preference is for a sale).

1. Purchase Each Proposal for purchase shall include written minimum quantifiable terms of the purchase acknowledging price; terms of payment; rate of interest, if not all cash; length of escrow; contingencies; and special provisions, if any. A sample table of contents from the District’s template purchase and sale agreement is attached as “Exhibit D” as a convenience to Respondents.

District expects that the Respondent will have proof of funds for the purchase of the property. NOTE: Multiple Respondent proposals may be accepted as part of the bid process. However, during the review of the Proposals, the District reserves the right to select the Proposal preferred by the District.

2. Lease Any Proposal for a lease shall contain the term in years, the uses proposed, terms, rent, payment of taxes, assessments, full insurance coverage premiums, provisions regarding taxes and assessments, improvements, alterations, repairs, total destruction, partial destruction, insurance, condemnation, assignment and subletting, remedies for default and other standard lease terms. Rent shall include in detail common area charges and other costs to provide to the District a net, fixed minimum payment and other consideration, if any. The rent amount shall provide minimum amount of rent, together with adjustments of rent based on fair rental value pursuant to institute qualified appraisals at minimum intervals of the fifth, tenth and fifteenth years of lease together with annual CPI increases.


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3. Exchange A Proposal for an exchange of property with the District shall identify the exchange property’s current appraised value; the amount of boot, if any; the terms of the boot; closing; commission obligations, if any; and other consideration and terms customary to exchanges of Property. Those Respondents interested in an exchange transaction shall provide a title report and an appraisal to the District of the property they wish to exchange, for consideration by the District. Title reports and appraisals shall be dated within two (2) months of the Proposal. (Updated reports and appraisals are acceptable.)

D. ECONOMIC TERMS AND CONDITIONS

The following are terms for purchase, lease and exchange.

1. Minimum Price A base line appraisal of the Property’s fair market value has been prepared and is to be used by the District as a benchmark in determining value and evaluating Proposals for sale, lease or exchange. Per the updated appraisal, the District has set the minimum purchase price and exchange value per the table below.

Table 1: Minimum Price Property

(APN) Acres Sq. Ft. Price Sq. Ft. Minimum Price

183-0-030-180 14.33 $716,000

2. Processing, Obtaining Permits and Other Approvals: Processing of all applications for federal, state, County, City and other agency approvals and permits, if any, and satisfaction of conditions of those permits and other approvals are the sole obligation and responsibility of the Respondent and shall be at the Respondent’s sole cost and expense, provided, however, that District will, as owner of the Property, consent to be a co-applicant for any parcel/subdivision map approvals and other agency requirements. 3. Deposits for Entire Property or Individual Property

a. A Ten Thousand Dollars ($10,000.00) good faith deposit (“Initial

Deposit”) in the form of a cashier's check, payable to the District, shall accompany the Proposal

b. The Initial Deposit shall be held by the District in uncashed form until final acceptance of a Proposal is approved by the Board. The Initial Deposit checks of the unsuccessful Respondents will be


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returned after the final acceptance is made unless a “backup” Proposal is approved by the Board.

c. Within forty-eight (48) hours of the Board’s final acceptance of the

Proposal, an additional deposit of Ten Thousand Dollars ($10,000.00) (“Additional Deposit”) in the form of a cashier’s check, payable to the District, shall be delivered to the District.

d. Upon execution of a definitive purchase and sale agreement

(“PSA”), lease agreement “Lease Agreement”) or exchange agreement (“Exchange Agreement”), the Initial Deposit and Additional Deposit shall be credited to the purchase price or the value of the exchange at close of escrow, as applicable, and, except as set forth in Section IV(D)(6) below, shall be considered non-refundable.

e. At the end of the Due Diligence Period described in Paragraph

IV(D)(5), below, an additional deposit (the “Due Diligence Deposit”) of Twenty Thousand Dollars ($20,000.00) for the Property shall be delivered to the escrow holder. The Due Diligence Deposit, together with the Initial Deposit and the Additional Deposit, shall be credited to the purchase price, lease or exchange value, as applicable, and shall be considered non-refundable except as set forth in Section IV(D)(6), below.

f. If the successful Respondent does not perform in accordance with

the terms of an accepted Proposal or executed agreement for sale, lease, or exchange, as applicable, the Initial Deposit, the Additional Deposit, and the Due Diligence Deposit shall be retained by the District without further notice to Respondent or action by the District subject to Section IV(D)(6), below.

g. In addition to the Initial Deposit, the Additional Deposit, and the

Due Diligence Deposit, the successful Respondent may be required to make installment payments (“Installment Payments”) during any escrow term exceeding six (6) months.

4. Purchase and Sale Agreement (“PSA”) A PSA, lease, or exchange agreement, as applicable, between the District and the successful Respondent shall be executed within twenty-one (21) days of the date of the Board’s acceptance of such Respondent’s Proposal. Failure to execute a final agreement within the twenty-one (21) day period shall, at the discretion of the Board, be deemed a termination of the Board’s acceptance of Respondent’s Proposal.


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5. Due Diligence Period Upon acceptance of the Proposal by the District and execution of a final agreement for purchase, lease, or exchange, due diligence shall commence for a period of sixty (60) days (the “Due Diligence Period”). Pursuant to the successful Respondent’s written request to the District, one thirty-(30)-day extension may be granted if needed by the Respondent to complete technical studies of the Property or conclude test results. 6. Return of Deposits The District shall refund the Initial Deposit and the Additional Deposit if the Respondent discovers a physical defect existing on the Site or a title defect in the title to the Property during the Due Diligence Period; provided, however, that the Respondent shall notify the District in writing of such defect, and the District shall have sixty (60) days to correct such defect prior to considering a refund of the Initial Deposit or the Additional Deposit. Subsequent to the expiration of the Due Diligence Period, the Initial Deposit, the Additional Deposit, the Due Diligence Deposit and any Installment Payments shall be refunded to the Respondent only in the event the District is unable to deliver title to the Site at the close of escrow as evidenced by a policy of title insurance, or in the unlikely event that the District is unable to vacate the Property. 7. Escrow; Length of Escrow Escrow shall be opened for any purchase or exchange. Escrow shall close as soon as possible and the closing date shall be specifically set forth in Respondent’s Proposal. The District reserves the right to negotiate the Respondent’s proposed closing date if not acceptable to the District. The Respondent shall deposit the balance of the purchase price into escrow within five (5) days prior to close of escrow. 8. Title Report Requirements In the event a Respondent desires a particular title company, escrow company or type of title policy, the name of the title company or escrow company and type of title policy required shall be clearly stated in the Proposal. 9. Interest and Special Considerations Interest and other special considerations shall be clearly stated in the Proposal. 10. Net Proceeds Respondent shall be responsible for clearly describing the net proceeds to the District at the close of escrow.


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V. PROPOSAL AND BID PROCEDURE

A. DATA AND MATERIALS

Each Respondent shall submit seven (7) copies and a USB Flash Drive of its Proposal together with information required by the Respondent’s Response Form, attached as Exhibit “B-1” (for purchase) and Exhibit “B-2” (for exchange). Following receipt of the Proposals, the District shall review each submittal and may request clarification or additional information and materials.

Execution of the Respondent’s Response Form shall be by an authorized person, persons or agent representing the Respondent with evidence of the written authority of such authorized person, persons or agent to bind the Respondent.

B. PROPOSAL

The following information shall be included in the Proposal:

1. Respondent’s name, address and telephone number.

2. Name, address and telephone number of authorized agent.

3. Proposed land use and development plan: each Respondent shall submit a written description of the proposed use(s) and, to the extent applicable, a business plan, and conceptual site plan (including proposed parcel boundaries) and development pro-forma. The District acknowledges that such materials are subject to change.

4. Respondent’s financial data, including specific information

establishing that the Respondent has sufficient financial resources to undertake and complete the purchase, lease, or exchange with the District. Respondent may submit statements from financial institutions and recent credit history. The District may request a credit history prepared by an independent company or additional proof of cash to purchase District property.

5. All Proposals are deemed public records.

C. RESERVATION OF RIGHTS BY DISTRICT

THE BOARD RESERVES THE RIGHT TO REJECT ALL PROPOSALS REGARDING THE PROPERTY OR ANY PROPERTY. (Education Code Section 17476.)


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VI. DISTRICT REPRESENTATIVES

For further information, the Respondent may contact:

District Ted Lawrence, Assistant Superintendent of Business Services Oxnard Union High School District 1800 Solar Drive, Oxnard, CA 93030 Tel: (805) 834-1461

Email: [email protected]

with a copy to:

District Consultant Joel Kirschenstein, President Sage Realty Group, Inc. 2945 Townsgate Road, Suite 200, Westlake Village, California 91361 Tel: (805) 497-8557 Fax: (805) 496-4939 E-mail: [email protected]

and

District Consultant David Kim, Principal Lee & Associates- LA North/Ventura, Inc. 1000 Town Center Drive, Suite 310, Oxnard, California 93036 Tel: (805) 626-1234 Fax: (805) 413-7034 E-mail: [email protected]

All questions shall be made in writing for review by District Consultants. The District Consultants are independent contractors of the District and are not authorized by the District to make any representations to any Respondent without the prior approval of the District. If any Respondent wishes to rely on the information furnished by the District Consultants, the Respondent shall submit a request for such information in writing to the District Consultants for prior approval and consent of the District. The request will be referred to the District by the District Consultants, and the District will reply in writing. All special requests and replies, if any, will be circulated to all Respondents who would therefore be entitled to amend their Proposals.

VII. INDEMNIFICATION

Notwithstanding any other provision contained herein, Respondents, by submitting a Proposal, shall be deemed to waive any claim or cause of action against the District and its agents, trustees, consultants and representatives for failure to follow any applicable provision of the Education Code and/or Government Code regarding surplus property


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under District control, or the Act, which might invalidate the Proposal process, or delivery of title. Further, Respondents shall defend, indemnify and hold District, its agents, trustees, consultants and representatives harmless from any and all claims, obligations and/or liability, including attorneys’ fees and costs, in connection with the review, investigation, research, RFP process, acquisition of title, including, but not limited to, approval of any parcel/subdivision map, claims for commissions and other matters related to this RFP and the declaring of the Property as surplus and available for sale, lease or exchange, including, but not limited to, the fees and costs of defending actions and/or proceedings and any award of damages adjudged or ordered associated with this process. The provisions of this indemnity shall become part of the PSA, exchange agreement, or lease and shall survive any applicable close of escrow.

VIII. BROKER’S COMMISSIONS

The District shall not pay or be obligated to pay any Respondent’s real estate broker’s commission or Respondent’s finder's fee in connection with this RFP or the Proposal process. Any and all commissions or fees for agents of the Respondent shall be paid by the successful Respondent.

IX. DISCLOSURES TO RESPONDENTS

A. AGENCY REVIEW This property is being offered “as-is”, therefore, the Respondents are solely responsible for reviewing any and all uses with the local planning authorities.

B. NO REPRESENTATIONS OR WARRANTIES The descriptive statements herein are offered for the purpose of information only. The Respondent shall be responsible for performing all due diligence in investigating and researching all aspects of the Property and applicable laws, regulations, policies and fees affecting any and all development of the Property. The Respondent may not rely on the descriptive statements herein as assurances, representations or warranties by the District, its agents, trustees, consultants or representatives.

C. NO IMPROPER INFLUENCE The Respondents shall not in any way attempt to influence any member of the Board or any District employee. The District reserves the right to reject the Proposal of any party that violates this provision or appears to violate this provision.


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EXHIBIT “A”

SITE LOCATION / AERIAL PHOTO

Exhibit A - Page |1

3400 W Gonzales Road, Oxnard(APN: 183-0-030-180)

Farmland(14.33 acres)

EXHIBIT “B-1”

PURCHASE - RESPONDENT RESPONSE FORM

Exhibit B-1 - Page |1

EXHIBIT B-1

PURCHASE RESPONDENT PROPOSAL FORM

Proposal for Oxnard Union High School District: Property Address: APN: Instructions All Respondents shall complete this Proposal Form. In addition, Respondents shall attach all requested documents (e.g., the Respondent’s proposed purchase terms, the Respondent’s proposed business plan, and the Respondent’s Statement of Qualifications). Respondents may include additional attachments to provide further and/or clarifying information. Respondents must provide seven (7) copies and a USB Flash Drive of the complete Proposal packet to the District by the deadline set forth in the RFP. NOTE: Incomplete Proposals and Proposals received after the deadline set forth in the

RFP shall be rejected as non-compliant.

1. Name, address, and phone number of Respondent.

2. Description of Respondent’s organization: ¨ Sole Ownership ¨ Partnership ¨ Limited Partnership ¨ Limited Liability Company ¨ Corporation ¨ Government Agency ¨ Non-Profit Corporation ¨ Other (Describe.)

3. EIN or Social Security Number of Respondent.

4. Please attach Respondent’s Proposal, with all the information requested in Section IV(C)(1) of the RFP, pertaining to purchase terms, and all the information requested in Section V(B)(3) of the RFP, pertaining to proposed development plan. All price and terms shall be incorporated into a final Purchase and Sale Agreement (the “PSA”).

5. Please attach Respondent’s Statement of Qualifications, with the information and documentation requested in Section V(B)(4) of the RFP.

6. Title/Escrow Company requested:

7. Type of title policy requested: . (If ALTA policy requested, any costs of surveys shall be the Respondent’s responsibility.)


8. Submit a good-faith non-refundable deposit of Ten Thousand Dollars ($10,000.00) (the “Initial Deposit”), in the form of a cashier’s check, payable to District. (Please enclose.)

SPECIAL NOTICES TO RESPONDENT REGARDING THE DEPOSITS.

Respondent, in executing and submitting the Proposal to the District, acknowledges and accepts the following terms and conditions regarding the deposits, pursuant to Section IV(D)(6) of the RFP:

a. The Initial Deposit of Ten Thousand Dollars ($10,000.00) that accompanies submittal of the Proposal for the successful Respondent, shall be non-refundable but applicable to the purchase price, as set forth in paragraph e, below. (Initial)

b. Within forty-eight (48) hours of acceptance of its Proposal, the successful Respondent shall deliver to the District an additional sum of Ten Thousand Dollars ($10,000.00) (the “Additional Deposit”), in the form of a cashier’s check, said sum to be non-refundable but applicable to the purchase price, as set forth in paragraph e, below. (Initial)

c. At the end of the Due Diligence Period, an additional deposit of Twenty Thousand Dollars ($20,000.00) (the “Due Diligence Deposit”) in the form of a cashier’s check shall be delivered to the escrow holder, said sum to be non-refundable but applicable to the purchase price, as set forth in paragraph e, below. (Initial)

d. The District reserves the right to require installment payments (“Installment Payments”), particularly for long-term escrows. (Initial)

e. In accordance with Section IV(D)(6) of the RFP, all of the deposits and any installment payments described in paragraphs a through d hereof shall be credited to the purchase price at the close of escrow and shall be considered non-refundable, except as provided herein. The District shall refund the Initial Deposit and the Additional Deposit if the Respondent discovers a physical defect existing on the Property or a defect in the title to the Property during the due diligence period; provided however that the Respondent shall timely notify the District in writing of such defect and the District shall have sixty (60) days to correct such defect prior to considering a refund of the Initial Deposit and Additional Deposit. Subsequent to the expiration of the due diligence period, the Initial Deposit, Additional Deposit, Due Diligence Deposit, and any Installment Payments shall refunded to the Respondent only in the event the District is unable to deliver title to the Property at the close of escrow as evidenced by a policy of title insurance. (Initial)

9. The undersigned, as Respondent, does hereby declare and certify the following:

a. Respondent has examined the Property as identified in the RFP.

b. Respondent has examined the RFP and all referenced documents.

c. The minimum price for the Property is set forth in Table 1 of this RFP.

d. After receiving and considering written Proposals, the Board of Trustees (“Board”) shall call for oral bids. Oral bids must conform to the terms and conditions of the RFP, and must exceed the prior bids as instructed by the Board. Oral bids shall be reduced to writing, signed by the oral bidder, and submitted to the Board.


e. The award of the Proposal will be made to the highest responsible and responsive Respondent.

f. If awarded the bid, Respondent shall enter into the purchase and sale agreement (“PSA”) with the District for the sale of the Site in an “AS IS” condition.

g. Respondent shall be bound by the deposit requirements specified herein.

h. Respondent acknowledges that any protest to the award or processing of Proposals must be submitted in writing to the District, Attention: Mr. Ted Lawrence, Assistant Superintendent of Business Services, within five (5) calendar days of the award of the Proposal to the successful Respondent by the Board. Such protests will be considered by District staff who will respond in writing to the protester with the District’s determination. If the District’s determination is unacceptable to the protester, the protester shall have the opportunity to be on the agenda of the next available meeting of the Board provided that the protester notifies the District staff who responded to the protest of such request within five (5) calendar days of receipt of the District’s determination. At the Board meeting, the protester shall have an opportunity to provide written and oral arguments to the Board. The Board shall make a decision on the validity of the protest within twenty (20) days following such meeting and shall provide the protester with a written copy of such decision. The decision of the Board regarding the validity of the protest shall be final.

i. Respondent acknowledges that, if awarded the bid, the District and Respondent shall execute a PSA within twenty-one (21) days of the Board’s final acceptance of Respondent’s Proposal. At the discretion of the Board, failure to execute a PSA within twenty-one (21) days shall be deemed a termination of the Board’s acceptance of Respondent’s Proposal. Upon execution of a PSA, escrow shall open immediately and the transaction shall close in accordance with the timeline contained in the PSA.

j. Respondent acknowledges that the purchaser shall bear all costs associated with the recording fees, documentary and transfer taxes, title insurance premiums, other escrow costs and other costs as specified in the RFP.

k. Respondent has read, understands, and agrees to be bound by the indemnification provisions set forth in Section VII of the RFP. (Initial)

l. Respondent has examined any and all Addenda (if any) issued during the Proposal period and is thoroughly familiar with all contents thereof and acknowledges receipt of the following Addenda: (Respondent to list all Addenda.)

ADDENDUM NO. _______ DATE RECEIVED: ______ ADDENDUM NO. _______ DATE RECEIVED: ______

ADDENDUM NO. _______ DATE RECEIVED: ______

10. Price Prior to Oral Bids: Respondent hereby proposes the following purchase price with respect to the Property:

IN WORDS: IN FIGURES: $

NOTE: In the event of a conflict between the bid amount in figures and the bid amount in words, the bid amount in words shall govern.


ALL RESPONDENTS ARE ADVISED THAT, IN ACCORDANCE WITH EDUCATION CODE SECTION 17476, OXNARD UNION HIGH SCHOOL DISTRICT BOARD OF TRUSTEES RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS AND ORAL BIDS. PROPOSAL SUBMITTED BY: Company Name Signature of Respondent or Authorized Agent Typed/Printed Name and Title Address and Phone Number Signature of Additional Respondent or Additional Authorized Agent, if applicable Typed/Printed Name and Title Address and Phone Number If Respondent is a corporation, the legal name of the corporation shall be set forth above together with the signature of the authorized officers or agents, and the document shall bear the corporate seal. If Respondent is a partnership, the true name of the firm shall be set forth above, together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership. If Respondent is an individual, his or her signature shall be placed above.

EXHIBIT “B-2”

EXCHANGE - RESPONDENT RESPONSE FORM

Exhibit B-2 - Page | 1

EXHIBIT B-2

EXCHANGE ONLY

RESPONDENT PROPOSAL FORM Proposal for Oxnard Union High School District: Property Address: APN: Instructions All Respondents shall complete this Proposal Form. In addition, Respondents shall attach all requested documents (e.g., the Respondent’s proposed exchange terms, the Respondent’s proposed business plan, and the Respondent’s Statement of Qualifications). Respondents may include additional attachments to provide further and/or clarifying information. Respondents must provide seven (7) copies and a USB Flash Drive of the complete Proposal packet to the District by the deadline set forth in the RFP. NOTE: Incomplete Proposals and Proposals received after the deadline set forth in the

RFP shall be rejected as non-compliant.

1. Name, address, and phone number of Respondent.

2. Description of ownership and vesting: ¨ Sole Ownership ¨ Partnership ¨ Limited Partnership ¨ Limited Liability Company ¨ Corporation ¨ Government Agency ¨ Non-Profit Corporation ¨ Other (Describe.)

Vesting information:

3. EIN or Social Security Number of Respondent.

4. Please attach Respondent’s Proposal, with all the information requested in Section IV(C)(2) of the RFP, pertaining to exchange terms, including a representative exchange agreement, and all the information requested in Section V(B)(3) of the RFP, pertaining to proposed development plan. Respondents must include a title report and appraisal, both dated within two (2) months of the Proposal, for any property they wish to exchange. All terms shall be incorporated into a final exchange agreement (the “Exchange Agreement”).

5. Please attach Respondent’s Statement of Qualifications, with the information and documentation requested in Section V(B)(4) of the RFP.

6. Title/Escrow Company requested:

7. Type of title policy requested: . (If ALTA policy requested, any costs of surveys shall be the Respondent’s responsibility.)


8. Submit a good-faith non-refundable deposit of Ten Thousand Dollars ($10,000.00) (the “Initial Deposit”), in the form of a cashier’s check payable to District. (Please enclose.)

SPECIAL NOTICES TO RESPONDENT REGARDING THE DEPOSITS.

Respondent, in executing and submitting the Proposal to the District, acknowledges and accepts the following terms and conditions regarding the deposits, pursuant to Section IV(D)(6) of the RFP:

a. The Initial Deposit of Ten Thousand Dollars ($10,000.00) that accompanies submittal of the Proposal for the successful Respondent, shall be non-refundable but applicable to the exchange value, as set forth in paragraph e, below. (Initial)

b. Within forty-eight (48) hours of acceptance of its Proposal, the successful Respondent shall deliver to the District an additional sum of Ten Thousand Dollars ($10,000.00) (the “Additional Deposit”) in the form of a cashier’s check, said sum to be non-refundable but applicable to the exchange value, as set forth in paragraph e below. (Initial)

c. At the end of the Due Diligence Period, an additional deposit of Twenty Thousand Dollars ($20,000.00) (the “Due Diligence Deposit”), in the form of a cashier’s check, shall be delivered to the escrow holder, said sum to be non-refundable but applicable to the exchange value, as set forth in paragraph e, below. (Initial)

d. The District reserves the right to require installment payments (“Installment Payments”), particularly for long-term escrows. (Initial)

e. In accordance with Section IV(D)(6) of the RFP, all of the Deposits and any Installment Payments described in paragraphs a through d hereof shall be credited to the exchange value at the close of escrow and shall be considered non-refundable, except as provided herein. The District shall refund the Initial Deposit and the Additional Deposit if the Respondent discovers a physical defect existing on the Property or a defect in the title to the Property during the due diligence period; provided however that the Respondent shall timely notify the District in writing of such defect and the District shall have sixty (60) days to correct such defect prior to considering a refund of the Initial Deposit and Additional Deposit. Subsequent to the expiration of the due diligence period, the Initial Deposit, Additional Deposit, Due Diligence Deposit, and any Installment Payments shall be refunded to the Respondent only in the event the District is unable to deliver title to the Property at the close of escrow as evidenced by a policy of title insurance. (Initial)

9. The undersigned, as Respondent, does hereby declare and certify the following:

a. Respondent has examined the Property as identified in the RFP.

b. Respondent has examined the RFP and all referenced documents.

c. The minimum price for the Property is set forth in Table 1 of this RFP.

d. After receiving and considering written Proposals, the Board of Trustees (“Board”) shall call for oral bids. Oral bids must conform to the terms and conditions of the RFP, and must exceed the prior bids as instructed by the Board. Oral bids shall be reduced to writing, signed by the oral bidder, and submitted to the Board.

e. The award of the Proposal will be made to the highest responsible and responsive Respondent.


f. If awarded the bid, Respondent shall enter into the Exchange Agreement with the District for the exchange of the Property in an “AS IS” condition.

g. Respondent acknowledges that any protest to the award or processing of Proposals must be submitted in writing to the District, Attention: Mr. Ted Lawrence, Assistant Superintendent of Business Services, within five (5) calendar days of the award of the Proposal to the successful Respondent by the Board. Such protests will be considered by District staff who will respond in writing to the protester with the District’s determination. If the District’s determination is unacceptable to the protester, the protester shall have the opportunity to be on the agenda of the next available meeting of the Board provided that the protester notifies the District staff who responded to the protest of such request within five (5) calendar days of receipt of the District’s determination. At the Board meeting, the protester shall have an opportunity to provide written and oral arguments to the Board. The Board shall make a decision on the validity of the protest within twenty (20) days following such meeting and shall provide the protester with a written copy of such decision. The decision of the Board regarding the validity of the protest shall be final.

h. Respondent acknowledges that, if awarded the bid, the District and Respondent shall execute an Exchange Agreement within twenty-one (21) days of the Board’s final acceptance of Respondent’s Proposal. At the discretion of the Board, failure to execute an Exchange Agreement within twenty-one (21) days shall be deemed a termination of the Board’s acceptance of Respondent’s Proposal. Upon execution of an Exchange Agreement, escrow shall open immediately and the transaction shall close in accordance with the timeline contained in the Exchange Agreement.

i. Respondent acknowledges that it shall bear all costs associated with the recording fees, documentary and transfer taxes, title insurance premiums, other escrow costs and other costs as specified in the RFP.

j. Respondent has read, understands, and agrees to be bound by the indemnification provisions set forth in Section VII of the RFP. (Initial)

k. Respondent has examined any and all Addenda (if any) issued during the Proposal period and is thoroughly familiar with all contents thereof and acknowledges receipt of the following Addenda: (Respondent to list all Addenda.)

ADDENDUM NO. _______ DATE RECEIVED: ______ ADDENDUM NO. _______ DATE RECEIVED: ______

ADDENDUM NO. _______ DATE RECEIVED: ______ 10. Price Prior to Oral Bids: Respondent hereby proposes the following cash value with respect

to the exchange of the Property:

IN WORDS:

IN FIGURES: $

NOTE: In the event of a conflict between the bid amount in figures and the bid amount in words, the bid amount in words shall govern.

ALL RESPONDENTS ARE ADVISED THAT IN ACCORDANCE WITH EDUCATION CODE SECTION 17476, OXNARD UNION HIGH SCHOOL DISTRICT’S BOARD OF TRUSTEES RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS AND ORAL BIDS.


PROPOSAL SUBMITTED BY: Company Name Signature of Respondent or Authorized Agent Typed/Printed Name and Title Address and Phone Number Signature of Additional Respondent or Additional Authorized Agent, if applicable Typed/Printed Name and Title Address and Phone Number If Respondent is a corporation, the legal name of the corporation shall be set forth above together with the signature of the authorized officers or agents, and the document shall bear the corporate seal. If Respondent is a partnership, the true name of the firm shall be set forth above, together with the signature of the partner or partners authorized to sign contracts on behalf of the partnership. If Respondent is an individual, his or her signature shall be placed above.

EXHIBIT “B-3”

LEASE ONLY- RESPONDENT RESPONSE FORM

(TO BE SUBMITTED BY LESSEE RESPONDENT)

EXHIBIT “D”

DRAFT PURCHASE AND SALE

AGREEMENT TABLE OF CONTENTS

(FOR REFERENCE ONLY AND AS PREVIEW OF

DISTRICT CONTRACT TEMPLATE)

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS,

dated _______________, 2021

BETWEEN

OXNARD UNION HIGH SCHOOL DISTRICT, a political subdivision of the State of California

(“Seller”)

and

___________________________________________ (“Buyer”)

Page 1

TABLE OF CONTENTS I. DEFINITIONS ............................................................................................................................ 1

1.1. Additional Deposit ............................................................................................................... 1 1.2. Approved or Approval ......................................................................................................... 1 1.3. Authorities ............................................................................................................................ 2 1.4. Buyer .................................................................................................................................... 2 1.5. Closing ................................................................................................................................. 2 1.6. Closing Date ......................................................................................................................... 2 1.7. Deposit ................................................................................................................................. 2 1.8. Disapproved Exceptions ...................................................................................................... 2 1.9. Escrow .................................................................................................................................. 2 1.10. Escrow Cancellation Charges ............................................................................................ 2 1.11. Escrow Holder ................................................................................................................... 2 1.12. Feasibility Date .................................................................................................................. 2 1.13. Feasibility Matters ............................................................................................................. 2 1.14. Feasibility Notice .............................................................................................................. 2 1.15. Feasibility Period ............................................................................................................... 2 1.16. Final Deposit ...................................................................................................................... 3 1.17. Governmental Approvals ................................................................................................... 3 1.18. Grant Deed ......................................................................................................................... 3 1.19. Hazardous Substances ........................................................................................................ 3 1.20. Initial Deposit ..................................................................................................................... 3 1.21. Official Records ................................................................................................................. 3 1.22. Parties and Party ................................................................................................................ 3 1.23. Permitted Exceptions ......................................................................................................... 3 1.24. Preliminary Report ............................................................................................................. 3 1.25. Project ................................................................................................................................ 3 1.26. Property .............................................................................................................................. 3 1.27. Property Documents ........................................................................................................... 3 1.28. Purchase Price .................................................................................................................... 3 1.29. Seller’s Knowledge ............................................................................................................ 3 1.30. Title Company ................................................................................................................... 4 1.31. Title Policy ......................................................................................................................... 4

II. PURCHASE AND SALE .......................................................................................................... 4 III. EXCLUSION FROM PROPERTY .......................................................................................... 4

Page 2

IV. ESCROW AND DEPOSITS .................................................................................................... 5 4.1. Opening of Escrow .............................................................................................................. 5 4.2. Initial Deposit ....................................................................................................................... 5 4.3. Additional Deposit ............................................................................................................... 5 4.4. Final Deposit ........................................................................................................................ 6

V. BUYER’S INSPECTIONS AND FEASIBILITY INVESTIGATIONS ................................... 6

5.1. Title ...................................................................................................................................... 6 5.2. Document Review ................................................................................................................ 7 5.3. Feasibility Study .................................................................................................................. 7 5.4. Access .................................................................................................................................. 8 5.5. Return of Property Documents ............................................................................................ 9

VI. CLOSING; PAYMENT OF PURCHASE PRICE ................................................................... 9

6.1. Closing Date ......................................................................................................................... 9 6.2. Extended Closing Date ........................................................................................................ 9 6.3. Balance of Purchase Price .................................................................................................... 9

VII. CLOSING COSTS AND PRORATIONS .............................................................................. 9

7.1. Closing Costs ....................................................................................................................... 9 7.2. Prorations ........................................................................................................................... 10

VIII. DEPOSITS INTO ESCROW .............................................................................................. 10

8.1. Deposits into Escrow by Seller .......................................................................................... 10 8.2. Deposits into Escrow by Buyer .......................................................................................... 10

IX. CONDITIONS TO CLOSING ............................................................................................... 11

9.1. Conditions to Buyer’s Obligations ..................................................................................... 11 9.2. Conditions to Seller’s Obligations ..................................................................................... 11 9.3. Payment of Deposits .......................................................................................................... 11

X. CLOSING ................................................................................................................................ 12

10.1. Escrow Holder’s Actions ................................................................................................. 12

Page 3

10.2. Escrow Cancellation Charges .......................................................................................... 12 10.3. Conveyance and Possession ............................................................................................. 12

XI. REPRESENTATIONS AND WARRANTIES ...................................................................... 13

11.1. In General ......................................................................................................................... 13 11.2. Representations and Warranties of Seller ........................................................................ 13 11.3. Representations and Warranties of Buyer ........................................................................ 15

XII. ADDITIONAL COVENANTS ............................................................................................. 16

12.1. Notification by Seller of Certain Matters ......................................................................... 15 12.2. No Encumbrance .............................................................................................................. 16 12.3. Cooperation ...................................................................................................................... 16

XIII. INDEMNIFICATION; TERMINATION; RELEASE ........................................................ 16

13.1. Indemnification ................................................................................................................ 16 13.2. Termination ...................................................................................................................... 16 13.3. Seller Released from Liability ......................................................................................... 17

XIV. DAMAGE/DESTRUCTION/CONDEMNATION ............................................................. 18

14.1. Damage or Destruction .................................................................................................... 18 14.2. Condemnation .................................................................................................................. 19

XV. PROCESSING OF APPROVALS ....................................................................................... 20 XVI. REMEDIES ......................................................................................................................... 20

16.1. Buyer’s Remedies ............................................................................................................ 20 16.2. Seller’s Remedies ............................................................................................................. 20

XVII. REAL ESTATE BROKERAGE COMMISSION ............................................................. 21 XVIII. OPERATION OF PROPERTY THROUGH CLOSING DATE ...................................... 21 XIX, MISCELLANEOUS ............................................................................................................ 21

19.1. Assignment ...................................................................................................................... 21

Page 4

19.2. No Modifications ............................................................................................................. 22 19.3. Construction of Agreement .............................................................................................. 22 19.4. Headings .......................................................................................................................... 22 19.5. Governing Law ................................................................................................................ 22 19.6. Time of the Essence ......................................................................................................... 22 19.7. Successors and Assigns .................................................................................................... 22 19.8. Further Assurances ........................................................................................................... 22 19.9. No Waiver ........................................................................................................................ 23 19.10. Severability .................................................................................................................... 23 19.11. Gender and Number ....................................................................................................... 23 19.12. Entire Agreement ........................................................................................................... 23 19.13. Incorporation of Exhibits ............................................................................................... 23 19.14. Counterparts ................................................................................................................... 23 19.15. Attorneys’ Fees .............................................................................................................. 23 19.16. Notices ........................................................................................................................... 23 19.17. Relationship of Parties ................................................................................................... 25 19.18. Survival .......................................................................................................................... 25

Exhibit “A”–Legal Description of Property Exhibit “B”–Grant Deed Exhibit “C”–Hazardous Substances Exhibit “D”–Assignment and Bill of Sale Exhibit “E”–Non-Foreign Affidavit